1 strategic acquisition
play

1 Strategic Acquisition Pending Sparta, Michigan has as agr - PowerPoint PPT Presentation

1 Strategic Acquisition Pending Sparta, Michigan has as agr agreed t to ac o acquir uire Muskegon, Michigan 2 Forward-Looking Statements This presentation contains forward-looking statements. Words such as anticipates,


  1. 1

  2. Strategic Acquisition Pending Sparta, Michigan has as agr agreed t to ac o acquir uire Muskegon, Michigan 2

  3. Forward-Looking Statements This presentation contains forward-looking statements. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “is likely,” “plans,” “predicts,” “projects,” “may,” “could,” “look forward,” “continue”, “future” and variations of such words and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding the outlook and expectations of ChoiceOne Financial Services, Inc. (“ChoiceOne” or “COFS”) and Community Shores Bank Corporation (“Community Shores” or “CSHB”) with respect to their planned merger, the strategic benefits and financial benefits of the merger, including the expected impact of the transaction on the combined company’s future financial performance (including anticipated accretion to earnings per share, cost savings, the tangible book value earn-back period and other operating and return metrics), and the timing of the closing of the transaction. These statements reflect current beliefs as to the expected outcomes of future events and are not guarantees of future performance. These statements involve certain risks, uncertainties and assumptions (“risk factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied or forecasted in such forward-looking statements. Furthermore, neither ChoiceOne nor Community Shores undertake any obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise. Such risks, uncertainties and assumptions, include, among others, the following: the failure to obtain necessary regulatory approvals when expected or at all (and the risk that such approvals may result in the imposition of conditions that could • adversely affect the combined company or the expected benefits of the transaction); the failure of Community Shores to obtain shareholder approval, or for ChoiceOne or Community Shores to satisfy any of the other closing conditions to the • transaction on a timely basis or at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; • the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, • including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where ChoiceOne and Community Shores do business, or as a result of other unexpected factors or events; the impact of purchase accounting with respect to the transaction, or any change in the assumptions used regarding the assets purchased and liabilities assumed • to determine their fair value; diversion of management’s attention from ongoing business operations and opportunities; • potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; • and the outcome of any legal proceedings that may be instituted against ChoiceOne or Community Shores. • Additional risk factors include, but are not limited to, the risk factors described in Item 1A in ChoiceOne Financial Services, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018. 3

  4. Additional Information This communication is being made in respect of the proposed merger transaction between ChoiceOne and Community Shores. In connection with the proposed merger, ChoiceOne will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will include the Proxy Statement of Community Shores and a Prospectus of ChoiceOne, as well as other relevant documents regarding the proposed transaction. A definitive Proxy Statement/Prospectus will also be sent to Community Shores shareholders. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A free copy of the Proxy Statement/Prospectus, once available, as well as other filings containing information about ChoiceOne and Community Shores, may be obtained at the SEC’s Internet site http://www.sec.gov. You will also be able to obtain these documents, free of charge, from ChoiceOne by accessing ChoiceOne’s website at http://www.choiceone.com (which website is not incorporated herein by reference) or from Community Shores by accessing Community Shores’ website at http://www.communityshores.com (which website is not incorporated herein by reference). Copies of the Proxy Statement/Prospectus once available can also be obtained, free of charge, by directing a request to ChoiceOne, 109 East Division Street, Post Office Box 186, Sparta, MI, 49345, Attention: Thomas L. Lampen, or by calling 616-887-7366 or to Community Shores, 1030 West Norton Avenue, Muskegon, MI, 49441, Attention: Heather Brolick, or by calling 231-780-1845. 4

  5. Participants In Solicitation Community Shores and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Community Shores shareholders in respect of the transaction described in the Proxy Statement/Prospectus. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding slide. Contacts: ChoiceOne Financial Services, Inc. Kelly Potes CEO ChoiceOne Bank 616-887-7366 kpotes@choiceone.com Community Shores Bank Corporation Heather Brolick President & CEO Community Shores Bank 231-780-1845 hbrolick@communityshores.com 5

  6. Pending Strategic Acquisition Overview ChoiceOne & Community Shores • ChoiceOne Financial Services (“ChoiceOne”) and County Bank Corp. (“County”) completed a merger of equals on 10/1/2019 • ChoiceOne is the parent company of ChoiceOne Bank headquartered in Sparta, Michigan and Lakestone Bank & Trust headquartered in Lapeer, Michigan • ChoiceOne to acquire Community Shores Bank Corp. (“Community Shores”) adding an additional ~$200 million in assets in West Michigan • Community Shores is the parent company of Community Shores Bank headquartered in Muskegon, Michigan • ChoiceOne Bank and Lakestone Bank & Trust are expected to consolidate in the second quarter of 2020 • ChoiceOne Bank and Community Shores Bank are expected to consolidate in the second half of 2020 • Community Shores acquisition allows for market expansion in Muskegon and Ottawa counties, Michigan • Under the terms of the merger agreement, each share of Community Shores common stock outstanding immediately prior to the merger will be converted into the right to receive, at the election of each Community Shores shareholder, an amount of cash equal to $5.00 or 0.17162 shares of ChoiceOne common stock, in each case subject to proration to ensure that, in the aggregate, a minimum of 50% and maximum of 75% of Community Shores’ shares of common stock are converted into ChoiceOne’s common stock • The share exchange proration range represents Community Shores pro forma ownership of 6.8% of ChoiceOne assuming 75% stock is elected; 4.7% if 50% stock is elected • Based on ChoiceOne’s closing stock price of $31.54 on January 3, 2020, and the exchange ratio of 0.17162x, the implied per share value to Community Shores shareholders equals $5.31 per share if 75% stock is elected (an aggregate value of $21.9 million) and $5.21 per share if 50% stock is elected (an aggregate value of $21.5 million) • Implied combined market capitalization equals $245.1 million based on 7.77 million pro forma shares (75% stock election by Community Shores) or $239.5 million based on 7.59 million pro forma shares (50% stock election by Community Shores) and ChoiceOne’s closing stock price of $31.54 as of January 3, 2020 6

Download Presentation
Download Policy: The content available on the website is offered to you 'AS IS' for your personal information and use only. It cannot be commercialized, licensed, or distributed on other websites without prior consent from the author. To download a presentation, simply click this link. If you encounter any difficulties during the download process, it's possible that the publisher has removed the file from their server.

Recommend


More recommend